Cermaq ASA : Extended announcement in connection with the sale of EWOS
July 23 2013 - 2:58AM
As previously announced, on 18 July 2013 Cermaq
entered into a definitive agreement for the sale of its EWOS
business to Altor Fund III GP Limited and Bain Capital Europe, LLP
(collectively referred to as "Altor and Bain Capital"). The
purchaser is a Norwegian company established by funds advised by
Altor and Bain Capital for this purpose.
The transaction is structured as a sale and
purchase of shares in certain Cermaq subsidiaries and certain
assets and liabilities thereof. The aggregate agreed consideration
implies an enterprise value of EWOS of NOK 6.5 billion, and will
enable Cermaq to free up significant funds. Such funds will be used
to reduce debt to ensure a continued solid capital structure and
compliance with all financing commitments for the remaining
operations, and to realize an extraordinary dividend to the
shareholders. Subject to completion of the transaction, the company
expects an extraordinary distribution to Cermaq's shareholders of
around NOK 4.5 - 5.0 billion, or between NOK 48 and NOK 54 per
share.
The consideration will be payable in cash upon
completion, however so that up to NOK 180 million will be
contingent upon EWOS receiving payment of certain overdue
outstanding receivables (on or after closing). Cermaq has further
agreed to seek consents from its lenders to provide an unsecured
backup facility of up to NOK 260 million for the period from
completion of the transaction to 31 December 2014 for the
purpose of replacing any existing supplier financing which may fall
away at closing, if any. Alternatively a delayed payment of NOK 130
million of the total consideration will be paid within 31 December
2014.
As part of the transaction, Mainstream will enter
into a long term feed agreement with EWOS on market terms. The six
year contract includes exclusive deliveries from EWOS the first two
years of the contract.
Completion of the transaction is subject customary
conditions for such transactions, including clearance from
applicable competition authorities. The transaction is approved by
Cermaq's lenders and corporate bodies, and is not made subject to
any conditions on the purchaser's side with respect to any
corporate approvals, financing, due diligence or similar. The
transaction is scheduled to close by the end of October 2013. The
members of the Cermaq Group Management will as part of closing of
the transaction be entitled to a bonus equal to six months
salary.
The transaction has demonstrated significant
values for Cermaq's shareholders compared to historic market
valuation of the company. After completion of the transaction,
Cermaq will be a pure salmonid aquaculture company with operations
in three of the major salmon farming regions globally. The Cermaq
board will now continue its efforts to further develop the
company's significant farming activities in Norway, Canada and
Chile. Cermaq supports a further consolidation of the farming
industry in selected geographical areas and will consider various
solutions to further develop the company's strong position and
further maximize residual shareholder value.
ABG Sundal Collier has acted as financial advisor,
and Schjødt as legal advisor, to Cermaq in connection with the
transaction.
Information about
EWOS
EWOS is a leading supplier of feed
and nutrition for the international aquaculture industry. EWOS has
produced fish feed since 1935 and today, the company operates in
all four of the world's major salmon farming regions: Norway,
Chile, Canada and Scotland. In addition EWOS has entered the
Pangasius feed market in Vietnam. EWOS continuously invests in
research and development in order to maintain its strong reputation
as the leader in its field. EWOS had 1024 employees at year end
2012.
As EWOS is a business unit
consisting of several companies within the Cermaq group, the EWOS
business unit does not have its own board of directors. The EWOS
management team consists of the following persons:
-
Einar Wathne, COO
-
Ian Carr, Group Marketing Director
-
Rune Vamråk, Managing Director New Markets
-
Andres Tagle, Managing Director EWOS Chile
-
Jason Mann, Managing Director EWOS Canada
-
Atle Kvist, M Director EWOS Norway
-
Douglas Low, Managing Director EWOS
UK
-
Adel El-Mowafi, Managing Director EWOS
Innovation
Key figures for EWOS for the years ended 31
December 2010, 2011 and 2012 and for the first quarter of 2012 and
2013 are included below. Additional financial information can be
found at Cermaq's web page www.cermaq.com.
Profit and
loss |
|
|
|
|
|
NOKm |
2010 |
2011 |
2012 |
Q1 2012 |
Q1 2013 |
Operating revenues |
7 388.4 |
9 366.9 |
10 275.6 |
1 861.4 |
2 010.2 |
EBITDA |
670.9 |
787.6 |
870.6 |
100.7 |
79.5 |
EBITDA margin |
9.1% |
8.4% |
8.5% |
5.4% |
4.0% |
EBIT pre fair value |
509.1 |
624.8 |
713.2 |
61.6 |
38.2 |
EBIT pre fair value margin |
6.9% |
6.7% |
6.9% |
3.3% |
1.9% |
EBIT (operating profit) |
521.9 |
607.3 |
734.9 |
64.1 |
17.6 |
Tax |
122.2 |
127.3 |
157.2 |
-8.1 |
6.1 |
Net income |
367.4 |
420.7 |
511.6 |
43.1 |
3.6 |
|
|
|
|
|
|
Key
figures |
|
|
|
|
|
NOKm |
2010 |
2011 |
2012 |
Q1 2012 |
Q1 2013 |
Volumes sold, ktonnes |
876.2 |
1 081.4 |
1 207.6 |
229.6 |
213.4 |
ROCE (12 month rolling
average) |
19.1% |
23.2% |
23.5% |
23.3% |
22.1% |
CAPEX |
103.1 |
141.1 |
173.3 |
49.1 |
24.9 |
|
|
|
|
|
|
Balance
sheet |
|
|
|
|
|
NOKm |
2010 |
2011 |
2012 |
Q1 2012 |
Q1 2013 |
Assets |
4 183.6 |
5 760.0 |
6 170.0 |
5 563.0 |
6 237.0 |
Equity |
1 374.5 |
2 458.3 |
2 854.0 |
2 414.0 |
2 772.0 |
Liabilities |
2 809.1 |
3 301.8 |
3 316.0 |
3 149.0 |
3 465.0 |
For further information please contact:
CEO Jon Hindar, mobile: +47 977 48 829
CFO Tore Valderhaug, mobile: +47 995 60 925
About Cermaq - Cermaq is an international group of
companies with activities in fish farming, production of salmonid
feed and research in aquaculture. Cermaq has operations in Norway,
Chile, Canada, Scotland, the main geographic regions for salmon and
trout farming, and in Vietnam. Through its business unit EWOS,
Cermaq ranks as the world's largest producer of feed for salmonids.
The business unit Mainstream is one of the world's leading farming
companies of salmon and trout. The group had sales of around NOK
11.8 billion in 2012. Cermaq is listed on the Oslo stock exchange
with ticker code CEQ. For more information see www.cermaq.com.
This information is subject of the disclosure
requirements acc. to §5-12 vphl (Norwegian Securities Trading
Act)
This
announcement is distributed by Thomson Reuters on behalf of Thomson
Reuters clients.
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the
information contained therein.
Source: Cermaq ASA via Thomson Reuters ONE
HUG#1717974
8% Sparqs Linked TO Adrs of Cemex S.A. DE C.V. (AMEX:CEQ)
Historical Stock Chart
From Nov 2024 to Dec 2024
8% Sparqs Linked TO Adrs of Cemex S.A. DE C.V. (AMEX:CEQ)
Historical Stock Chart
From Dec 2023 to Dec 2024